EXECUTIVE CONVERTIBLE DEBENTURE
PURCHASE AND LOAN AGREEMENT
THIS AGREEMENT, made as of the 29th day of August, 1996 (the "Agreement"), by and between the
individual signatory at the end of this Agreement (the "Employee") and Legg Mason, Inc., a Maryland
corporation (the "Company").
The Employee is a key employee of the Company or one of its subsidiaries. In recognition of the service and
value of the Employee and pursuant to the Legg Mason, Inc. 1996 Equity Incentive Plan (the "Plan"), the
Company wishes to sell to the Employee on the terms and conditions set forth herein an Executive Convertible
Subordinated Debenture. The Employee wishes to purchase the Debenture and to borrow certain funds from the
Company in order to purchase the Debenture. The committee responsible for administration of the Plan (the
"Committee") has determined that it would be in the best interest of the Company to retain the services of the
Employee and that the advance of the funds so requested for the purpose of purchasing the Debenture will
provide an important incentive to, and assist in the retention of, the Employee. Accordingly, the Committee has
authorized the making of such loan on the terms and conditions set forth herein.
Now, therefore, in consideration of the mutual covenants and agreements herein contained, and other good and
valuable consideration, it is agreed as follows:
1. The Company does hereby sell to the Employee, and the Employee hereby purchases from the Company, at a
price of 100% of the principal amount thereof, an Executive Convertible Subordinated Debenture, in the form
attached hereto as Exhibit A (the "Debenture") in the principal amount specified at the end of this Agreement.
2. The Company hereby agrees to lend to the Employee, and the Employee hereby agrees to borrow from the
Company the amount specified at the end of this Agreement (the "Loan"). The Loan shall be evidenced by a
Note in the form attached hereto as Exhibit B. The Note shall be secured by a Pledge Agreeme